How to Dissolve a California LLC
Reasons to dissolve an LLC include the inability to pay off large business debts, loss of profits, a merger or the creation of a new business entity. Before dissolving a limited liability company, it is important to hold a board meeting so all members can cast votes on dissolving the business. In California, you can still dissolve an LLC without the support of all members, but you will have to file additional documents with the secretary of state's office.
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Things You'll Need
- Certificate of Dissolution (Form LLC 4/7)
- Certificate of Cancellation (Form LLC 3)
Instructions
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Complete a Certificate of Cancellation (Form LLC 4/7) if all members of the LLC vote to dissolve the business. Download Form LLC 4/7 from the Calfornia secretary of state's website or contact 916-657-5448 to request a hard copy. (See Resources.)
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Complete a Certificate of Dissolution (Form LLC-3) along with a Certificate of Cancellation if the vote to dissolve the LLC is less than 100 percent. Download Form LLC-3 from the secretary of state's website or request a hard copy. (See Resources.)
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Send forms to the California Secretary of State's office. These is no fee for filing a Certificate of Cancellation or Certificate of Dissolution.
Secretary of State
Document of Filing Support Unit
P.O. Box 944288
Sacramento, CA 94244-2280
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Tips & Warnings
File a Short Form Certificate of Cancellation (Form LLC 4/8) instead of a Certificate of Cancellation or Certificate of Dissolution if you registered the LLC within the last 12 months and have not conducted business within this time frame. Download the form from the secretary of state's website.
After filing a certificate of cancellation or certificate of dissolution, the LLC will lose all rights and privileges granted to businesses operating in California.
References
Resources
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